DANA Inc — Director's Dealing 2011

Jul 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2011-06-30

Reporting Person: DEVINE JOHN M (Director, Exec Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-30	Common Stock, par value $0.01	M	56180.0000	$0.0000	Acquired	263393.0000	Direct
2011-06-30	Common Stock, par value $0.01	F	23287.0000	$18.3000	Disposed	240106.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-30	Restricted Stock Units	$	M	56180.0000	Disposed		Common Stock, par value $0.01 (56180.0000)	Direct

Footnotes

F1: Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.

F2: Restricted stock units previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

F3: Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Each restricted stock unit contains dividend equivalent rights.

F4: Vesting of restricted stock units previously reported and granted to the Reporting Person on February 23, 2011.

F5: Restricted stock units granted vest on a equal pro-rata basis each quarter until they vest in full on 12/31/11. Until fully vested, the award will continue to vest on a pro-rata basis for each quarter the reporting person performs services for Dana as an active employee. In the event reporting person retires or discontinues employment for any reason prior to 12/31/11, the award will be released at the time of reporting person's retirement and/or termination date.